SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 19, 2002
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EXEGENICS INC.
(Exact name of registrant as specified in its charter)
Delaware 333-26078 75-2402409
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2110 Research Row
Dallas, Texas 75235
(Address of principal executive
offices including zip code)
(214) 358-2000
(Registrant's telephone number,
including area code)
N.A.
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(Former name or former address, if changed since last report)
This Current Report on Form 8-K contains forward-looking statements. Such
statements are valid only as of the date hereof, and we disclaim any obligation
to update this information. These statements, which include, but are not limited
to, the successful completion of our proposed merger with Innovative Drug
Delivery Systems, Inc., or IDDS, and the benefits expected to be derived
therefrom, are subject to known and unknown risks and uncertainties that may
cause actual future experience and results to differ materially from the
statements made. These statements are based on our current beliefs and
expectations as to such future outcomes. Drug discovery and development involve
a high degree of risk. Factors that might cause such a material difference
include, among others, uncertainties related to the ability to attract and
retain partners for our technologies, the identification of lead compounds, the
successful pre- clinical development thereof, the completion of clinical trials,
the FDA review process and other governmental regulation, our ability to
successfully develop and commercialize drug candidates, competition from other
pharmaceutical companies, product pricing and third party reimbursement, and
other factors described in our filings with the Securities and Exchange
Commission.
Item 5. Other Events.
On September 20, 2002, we announced that we entered into a definitive merger
agreement with IDDS. Pursuant to the merger agreement and subject to the terms
and conditions set forth therein, including the approval of both our
shareholders and those of IDDS, as well as other closing conditions, the two
companies will complete a stock-for-stock exchange in which a fixed ratio of one
share of IDDS common stock, $0.01 par value, will be exchanged for 3.132 shares
of eXegenics common stock, $0.01 par value. Upon the closing of the merger, we
will issue 48,387,139 shares of common stock, and up to 11,705,999 additional
shares of common stock upon the exercise of outstanding IDDS options and
warrants, in exchange for all of IDDS' outstanding equity interests. Thus, it is
anticipated that upon completion of this merger, current shareholders of
eXegenics will own approximately 25% of the merged entity, and current
shareholders of IDDS will own approximately 75% of the merged entity, on a
fully-diluted, as-converted basis.
A copy of the merger agreement, excluding exhibits and schedules thereto, is
attached hereto as Exhibit 2.1 and a copy of the joint press release issued on
September 20, 2002 announcing the execution of the merger agreement is attached
hereto as Exhibit 99.1, both of which are incorporated herein by reference. The
foregoing description is qualified in its entirety by reference to the full text
of such exhibits.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 19, 2002, by and among us, IDDS Merger Corp., IDDS and
the stockholders' representatives listed therein.
99.1 Joint Press Release issued by us and IDDS, dated September 20,
2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
EXEGENICS INC.
(Registrant)
Dated: September 25, 2002 By: /s/ Ronald L. Goode
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Ronald L. Goode
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
September 19, 2002, by and among us, IDDS Merger Corp., IDDS and
the stockholders' representatives listed therein.
99.1 Joint Press Release issued by us and IDDS, dated September 20,
2002.